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REMARKETING MEMORANDUM and "REDEMPTION and "REDEMPTION BONDS"

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REMARKETING MEMORANDUM and REMARKETING MEMORANDUM Dated: November 9, 2010 RATINGS: Fitch AA+/F1+ Moody's Aa2/VMIG 1 Standard & Poor's AA-/A-1+ NOT A NEW ISSUE – Book-Entry-Only See "RATINGS" herein In the opinion of Bond Counsel, the conversion of the Bonds to a two-year Term Rate, as described under "THE BONDS – INTEREST" herein, will not have an adverse affect on the exclusion of interest on the Bonds from gross income for federal income tax purposes under the existing law, subject to the matters under "TAX MATTERS" herein. See Appendix E. "Form of Initial Opinion of Co-Bond Counsel and Form of Remarketing Opinion of Bond Counsel" for information concerning the legal opinion delivered on November 18, 2004 and the legal opinion to be delivered in connection with the remarketing of the Bonds. See "TAX MATTERS" herein. $147,615,000 CITY OF SAN ANTONIO, TEXAS ELECTRIC AND GAS SYSTEMS JUNIOR LIEN REVENUE BONDS, SERIES 2004 (CUSIP: 796253Y55)* Dated: Date of Delivery Mandatory Tender Date: December 3, 2012 Due: December 1, 2027 Interest: The City of San Antonio, Texas ("City") Electric and Gas Systems Junior Lien Revenue Bonds, Series 2004 ("Bonds") will be remarketed in a two-year Term Mode. While in the Term Mode (i) the Bonds will bear interest at 1.15% per annum from December 1, 2010 for an interest rate period extending through November 30, 2012 and thereafter for successive two-year interest rate periods (unless changed as described herein) at Term Rates determined by the Remarketing Agent, and (ii) interest on the Bonds will be payable on each June 1 and December 1, beginning June 1, 2011. See "THE BONDS – INTEREST". Repurchase; While the Bonds are in a Term Mode, they (i) must be tendered for purchase and purchased on the mandatory tender date Redemption: specified above and on the Business Day after each successive interest rate period at a price equal to 100% of the principal amount plus accrued interest, if any, (ii) will be subject to optional or mandatory redemption as described herein, and (iii) must be tendered for purchase and purchased upon certain events described herein at the option of the Liquidity Bank. See "THE BONDS – PURCHASE OF BONDS" and "REDEMPTION OF BONDS". Liquidity: Any Bonds tendered for purchase and not remarketed will be purchased by BNP Paribas ("BNP Paribas"), acting through its San Francisco Branch, under a Standby Bond Purchase Agreement, or by the obligor under any substitute Liquidity Facility, unless the facility sooner expires or is terminated or replaced as described herein. See "STANDBY BOND PURCHASE AGREEMENT". Purpose: The Bonds were initially issued to provide funds for the purposes of acquiring 300 additional megawatts of electric generating capacity in the South Texas Project, making other improvements to the City's electric and gas systems (as defined and further described herein, the "Systems") and paying the costs of issuance of the Bonds. See "INTRODUCTORY STATEMENT". Security: The Bonds are special obligations of the City. Principal and interest are payable solely from and, together with the currently outstanding Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City, are equally and ratably secured by a junior lien on and pledge of the Net Revenues of the Systems remaining after payment of certain currently outstanding Senior Lien Obligations and any Additional Senior Lien Obligations hereafter issued by the City. The purchase price of Bonds tendered for purchase is payable solely from proceeds of the remarketing of such Bonds by the Remarketing Agent or, if insufficient, payments made under the Liquidity Facility. The City is not obligated to purchase tendered Bonds. See "THE BONDS – BOND PROVISIONS - Sources of and Security for Payment". Denominations: While the Bonds are in the Term Mode, they are issuable in denominations of $5,000 and multiples of $5,000. See "THE BONDS – GENERAL". Conversion: The interest rate mode for the Bonds may be converted, in whole or part, from the Term Mode to one or more different interest rate modes, or the duration of interest rate periods in the Term Mode may be changed, at the option of the City whenever the Bonds are subject to optional redemption. Thereafter the interest rates, interest rate periods, interest payment dates, and provisions for redemption and mandatory tender of the Bonds, as well as the rights of owners to have their Bonds purchased, may change. See "THE BONDS – INTEREST - Conversion of Interest Modes". ________________________________________________________________________ PRICE: 100% ________________________________________________________________________ The Bonds were originally delivered to the initial purchasers, together with the approving opinion of the Attorney General of the State of Texas and the initial opinion of Fulbright & Jaworski L.L.P. and Escamilla & Poneck, Inc., both of San Antonio, Texas, Co-Bond Counsel. The remarketed Bonds are expected to be available for delivery through DTC on December 1, 2010. See Appendix E for the form of legal opinion of Fulbright & Jaworski L.L.P., Bond Counsel, to be delivered in connection with the remarketing of the Bonds. Certain legal matters will be passed upon for the Remarketing Agent by its counsel McCall, Parkhurst & Horton L.L.P, of San Antonio, Texas. MORGAN STANLEY * The CUSIP number is included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the City, the Co-Financial Advisors, nor the Remarketing Agent is responsible for the selection or correctness of the CUSIP number set forth herein. TERM MODE SUMMARY The Bonds will be (i) remarketed in the Term Mode, during which period the Bonds will bear interest at a two-year Term Rate from December 1, 2010 through November 30, 2012, and for successive two-year interest rate periods thereafter at Term Rates determined by the Remarketing Agent, and (ii) while in the Term Mode, subject to mandatory tender and purchase and also to optional redemption, on the Business Day after each interest rate period and upon certain events described herein at the option of the Liquidity Bank. The mode or duration of interest rate periods for the Bonds or portions thereof may be changed at the direction of the City on conditions described herein whenever the Bonds are subject to optional redemption. See "THE BONDS – INTEREST - Conversion of Interest Modes" herein. INTEREST RATE: The Bonds will bear interest at a two-year Term Rate from December 1, 2010 through November 30, 2012, and for each successive two-year interest period thereafter (unless changed as described herein) at the Term Rate determined by the Remarketing Agent not later than the business day preceding such interest rate period. Each such Term Rate will be the lesser of 7% per annum (unless the Liquidity Facility then in effect under the Ordinance covers a different rate of interest) or the Market Rate, which is the minimum per annum interest rate for the relevant interest rate period that, in the judgment of the Remarketing Agent, is necessary to produce a bid for the Bonds equal to 100% of principal amount plus accrued interest, if any. The determination of Term Rates by the Remarketing Agent will be conclusive and binding on the owners of the Bonds. INTEREST Interest on the Bonds while in the Term Mode is payable on each June 1 and December 1, beginning June 1, 2011. On PAYMENT DATES: each interest payment date, interest is paid through the preceding day. MANDATORY The Bonds or portions thereof in a Term Mode must be tendered to and purchased by the Paying Agent/Registrar from TENDER FOR and to the extent of the sources of funds described below at a price equal to 100% of principal amount plus accrued PURCHASE; interest, if any, (a) on the Business Day after each interest rate period, and (b) in the event of termination on prior notice REDEMPTION: of liquidity support as described herein, on other dates. See "THE BONDS – PURCHASE OF BONDS - Mandatory Tender" herein. While bearing interest at a Term Rate for interest rate periods of two years or less, the Bonds may be redeemed by the City only on the Business Day after each interest rate period. SOURCES OF The Bonds are special obligations of the City payable from and secured, together with the currently outstanding Junior PAYMENT: Lien Obligations, solely by a junior and inferior lien on and pledge of the Net Revenues of the Systems. The purchase price of the Bonds tendered for purchase will be payable solely from proceeds derived from the remarketing of the Bonds or, to the extent such proceeds are insufficient, payments made by BNP Paribas or any successor Liquidity Bank under the Liquidity Facility described herein, or, if such funds are insufficient, from payments, if any, elected to be made by the City in its sole discretion. The Liquidity Facility expires on December 6, 2012, unless sooner extended or replaced. Under certain circumstances, the Liquidity Facility may be suspended or terminated without prior notice, following which no person will be committed to purchase tendered Bonds. See "STANDBY BOND PURCHASE AGREEMENT – Termination or Suspension of Commitment" herein. Principal and interest on the Bonds are payable solely from and, together with the currently outstanding Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City, are equally and ratably secured by a junior lien on and pledge of the Net Revenues of the Systems remaining after payment of certain currently outstanding Senior Lien Obligations and any Additional Senior Lien Obligations hereafter issued by the City.
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